Exhibit 10.6
 3COM CORPORATION
 2005 DEFERRED COMPENSATION PLAN
 (Amended and Restated Effective as of January 1, 2009)




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3COM CORPORATION
2005 DEFERRED COMPENSATION PLAN
(Amended and Restated Effective as of January 1, 2009)
 Table of Contents
 PageARTICLE I INTRODUCTION
    
    
    1ARTICLE II DEFINITIONS
    
    
    1Section 2.1 Administrator
    
    
    1Section 2.2 Beneficiary
    
    
    1Section 2.3 Board of Directors or Board
    
    
    1Section 2.4 Code
    
    
    1Section 2.5 Committee
    
    
    1Section 2.6 Company
    
    
    1Section 2.7 Company Contribution
    
    
    1Section 2.8 Deferral Account
    
    
    2Section 2.9 Disability
    
    
    2Section 2.10 Early Benefit Distribution
    
    
    2Section 2.11 Effective Date
    
    
    2Section 2.12 Executive
    
    
    2Section 2.13 Outside Director
    
    
    2Section 2.14 Plan
    
    
    2Section 2.15 Plan Year
    
    
    2Section 2.16 Salary
    
    
    2Section 2.17 Salary Deferral
    
    
    2Section 2.18 Salary Deferral Election
    
    
    2Section 2.19 Salary Deferral Election Form
    
    
    3Section 2.20 Separation from Service
    
    
    3Section 2.21 Trust
    
    
    3Section 2.22 Trust Agreement
    
    
    3Section 2.23 Trustee
    
    
    3Section 2.24 Unforeseeable Emergency
    
    
    3Section 2.25 Valuation Date
    
    
    3ARTICLE III ELIGIBILITY AND PARTICIPATION
    
    
    3Section 3.1 Eligibility
    
    
    3Section 3.2 Participation
    
    
    3Section 3.3 Beneficiary Designations
    
    
    4Section 3.4 Cessation of Participation
    
    
    4ARTICLE IV DEFERRALS AND CONTRIBUTIONS
    
    
    4Section 4.1 Deferred Amounts
    
    
    4Section 4.2 Company Contributions
    
    
    5




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PageARTICLE V INVESTMENT OF DEFERRALS
    
    
    5Section 5.1 Deferral Account
    
    
    5Section 5.2 Investment of Deferral Account
    
    
    5Section 5.3 Vesting
    
    
    6Section 5.4 Statement of Account
    
    
    6ARTICLE VI DISTRIBUTIONS
    
    
    6Section 6.1 Timing of Distribution
    
    
    6Section 6.2 Early Benefit Distribution
    
    
    6Section 6.3 Benefits Upon Separation from Service
    
    
    7Section 6.4 Benefits Upon Disability
    
    
    8Section 6.5 Benefits Upon Death
    
    
    8Section 6.6 Unforeseeable Emergencies
    
    
    8Section 6.7 Right of Offset
    
    
    8Section 6.8 Taxes
    
    
    8Section 6.9 Payment of Small Accounts
    
    
    8Section 6.10 Bona Fide Dispute
    
    
    9Section 6.11 Income Inclusion Under Code Section 409A
    
    
    9ARTICLE VII TRUST OBLIGATION TO PAY BENEFITS
    
    
    9Section 7.1 Deferrals Held in Trust
    
    
    9Section 7.2 Benefits Paid From Trust
    
    
    9Section 7.3 Trustee Investment Discretion
    
    
    9Section 7.4 No Secured Interest
    
    
    9ARTICLE VIII ADMINISTRATION AND CLAIMS PROCEDURES
    
    
    9Section 8.1 Administration of the Plan
    
    
    9Section 8.2 Powers and Duties
    
    
    10Section 8.3 Information
    
    
    10Section 8.4 Indemnification of Administrator
    
    
    10Section 8.5 Claims Procedure
    
    
    10ARTICLE IX MISCELLANEOUS
    
    
    11Section 9.1 Amendment
    
    
    11Section 9.2 Termination
    
    
    11Section 9.3 Rights of Executives
    
    
    11Section 9.4 Satisfaction of Claims; Unclaimed Benefits
    
    
    12Section 9.5 Nonalienation
    
    
    12Section 9.6 Not a Contract of Employment
    
    
    12Section 9.7 Costs of the Plan
    
    
    12Section 9.8 Legal Action
    
    
    12Section 9.9 Arbitration
    
    
    12Section 9.10 Governing Law
    
    
    12Section 9.11 Binding Upon Successors
    
    
    13- ii -




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PageSection 9.12 Severability
    
    
    13Section 9.13 Entire Agreement
    
    
    13Section 9.14 Headings
    
    
    13- iii -




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3COM CORPORATION
2005 DEFERRED COMPENSATION PLAN
Amended and Restated Effective as of January 1, 2009
 ARTICLE I  INTRODUCTION
   ARTICLE II  DEFINITIONS
 Section 2.1 Administrator
 Section 2.2 Beneficiary
 Section 2.3 Board of Directors Board
 Section 2.4 Code
 Section 2.5 Committee
 Section 2.6 Company
 Section 2.7 Company Contribution
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Section 2.8 Deferral Account
 Section 2.9 Disability
 Section 2.10 Early Benefit Distribution
 Section 2.11 Effective Date
 Section 2.12 Executive
 Section 2.13 Outside Director
 Section 2.14 Plan
 Section 2.15 Plan Year
 Section 2.16 Salary
 Section 2.17 Salary Deferral
 Section 2.18 Salary Deferral Election
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Section 2.19 Salary Deferral Election Form
 Section 2.20 Separation from Service
 Section 2.21 Trust
 Section 2.22 Trust Agreement
 Section 2.23 Trustee
 Section 2.24 Unforeseeable Emergency
 Section 2.25 Valuation Date
 ARTICLE III  ELIGIBILITY AND PARTICIPATION
 Section 3.1 Eligibility
 Section 3.2 Participation
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Section 3.3 Beneficiary Designations
 Section 3.4 Cessation of Participation
   ARTICLE IV  DEFERRALS AND CONTRIBUTIONS
 Section 4.1 Deferred Amounts
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(i)
    
    satisfy all applicable income and employment tax withholding
and FICA contributions;(ii)
    
    pay all contributions elected by the Executive pursuant to the
Companys Employee Stock Purchase Plan and other fringe benefit programs; and(iii)
    
    satisfy all garnishments or other amounts required to be
withheld by applicable law or court order.
  Section 4.2 Company Contributions
 ARTICLE V  INVESTMENT OF DEFERRALS
 Section 5.1 Deferral Account
 Section 5.2 Investment of Deferral Account
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Section 5.3 Vesting
 Section 5.4 Statement of Account
 ARTICLE VI  DISTRIBUTIONS
 Section 6.1 Timing of Distribution
 Section 6.2 Early Benefit Distribution
   (i)
    
    Unless an Executive otherwise elects in accordance with
subparagraph (ii) below, an Executives Deferral Account shall be paid in a
single lump sum upon an Early Benefit Distribution.(ii)
    
    In lieu of a lump sum form of payment, an Executive may elect
to receive distribution of any Salary Deferral on account of an Early Benefit
Distribution in the form of substantially equal annual installment payments.
An Executive may select the number of years over which the aggregate amount of
any Salary Deferral is to be paid, up to a maximum of five years. Such
election shall be made in the form required by the Administrator and shall be
filed with the Administrator with his or her initial Salary Deferral Election
Form. An Executive may change his or her benefit payment election only as
described in paragraph (c) below. If no valid installment payment election is
in effect when the Early Benefit Distribution is to be made, then payment of
the Executives Deferral
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Account shall be made in a lump sum, as provided in subparagraph (i) above.
  (i)
    
    An Executive may extend an existing Early Benefit Distribution
election, provided the distribution shall be deferred to a date that is at
least five years after the date the Early Benefit Distribution would otherwise
have commenced.(ii)
    
    An Executive who has elected a lump sum Early Benefit
Distribution may later change such election to installment payments, selecting
a payment period from one to five years, provided the first installment payment
shall be deferred to a date that is at least five years after the date the lump
sum Early Benefit Distribution would otherwise have been made.(iii)
    
    An Executive who has an installment payment Early Benefit
Distribution election in effect may change such election so as to delay the
start of the installment period (or extend the installment period to a maximum
of five years), provided the first installment payment shall be deferred to a
date that is at least five years after the date the initial installment payment
would otherwise have commenced.(iv)
    
    An Executive who has an installment payment Early Benefit
Distribution election in effect may change such election to a lump sum,
provided the lump sum payment shall be deferred to a date that is at least five
years after the date the initial installment payment would have commenced.(v)
    
    Any such election changes shall be completed in accordance with
Administrator rules, and shall not be effective unless made more than 12 months
before the date the Early Benefit Distribution would otherwise be made or begin
to be made. Notwithstanding the foregoing, election changes that have the
effect of accelerating the time for payment shall be prohibited.
  Section 6.3 Benefits Upon Separation from Service
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Section 6.4 Benefits Upon Disability
 Section 6.5 Benefits Upon Death
 Section 6.6 Unforeseeable Emergencies
 Section 6.7 Right of Offset
 Section 6.8 Taxes
 Section 6.9 Payment of Small Accounts
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Section 6.10 Bona Fide Dispute
 Section 6.11 Income Inclusion Under Code Section 409A
 ARTICLE VII  TRUST OBLIGATION TO PAY BENEFITS
 Section 7.1 Deferrals Held in Trust
 Section 7.2 Benefits Paid From Trust
 Section 7.3 Trustee Investment Discretion
 Section 7.4 No Secured Interest
 ARTICLE VIII  ADMINISTRATION AND CLAIMS PROCEDURES
 Section 8.1 Administration of the Plan
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Section 8.2 Powers and Duties
 Section 8.3 Information
 Section 8.4 Indemnification of Administrator
 Section 8.5 Claims Procedure
 Initial Claim
 Appeal of Denied Claim
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ARTICLE IX  MISCELLANEOUS
 Section 9.1 Amendment
 Section 9.2 Termination
 Section 9.3 Rights of Executives
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Section 9.4 Satisfaction of Claims; Unclaimed Benefits
 Section 9.5 Nonalienation
 Section 9.6 Not a Contract of Employment
 Section 9.7 Costs of the Plan
 Section 9.8 Legal Action
 Section 9.9 Arbitration
 Section 9.10 Governing Law
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Section 9.11 Binding Upon Successors
 Section 9.12 Severability
 Section 9.13 Entire Agreement
 Section 9.14 Headings
   3COM CORPORATIONBy: 
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